HomeMy WebLinkAboutPolicereports.us, LLC-Master Agreement-04.06.2009 art,tiekej :
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MASTER AGREEMENT AGREEMENT NO. IA004
This Master Agreement ("Agreement") is made and entered into as of the effective date on this page ("Effective Date")
by and between POLICEREPORTS.US, LLC ("PoliceReports.US"), a North Carolina limited liability company with an office
located at 219 Williamson Road Suite 2201, Mooresville, North Carolina 28117; and The Waterloo Police Department
with an office located at 715 Mulberry St., Waterloo, IA 50703.
PoliceReports.US and Agency hereby agree as follows:
This Agreement consists of this signature page, the attached Terms and Conditions, and the Schedules selected
below, all of which are hereby incorporated into this Agreement by this reference as if set forth in full:
Agency I PoliceReports.US (Please Initial) Effective Date 30 Mar 2009 to 30 Mar 2012
/ HCH Schedule A: PoliceReports.US License and Hosting Services
The hosting of an unlimited number of reports.
/ HCH Schedule B: PoliceReports.US E-Commerce Hosting Services
Refer to Attached Schedule B
/ HCH Schedule C: PoliceReports.US Online Crime Reporting
Refer to Schedule C Exhibit 1 for fees
The parties each hereby cause this Agreement to be executed by their duly authorized representative effective as of
the Effective Date.
Agency: PoliceReports.US:
Waterloo Police Department PoliceReports.US, LLC
By Q V _� By:
c C a
Name Printed: Thomas J. Jennin�s Name Printed: H. C. H eycutt
Title: Chief of Police Title: President
TERMS AND CONDITIONS AGREEMENT NO. IA004
These Terms and Conditions ("Terms and Conditions") between PoliceReports.US, LLC (hereinafter "PoliceReports.US") and
The Waterloo Police Department(hereinafter"Agency")are incorporated into the Master Agreement("Agreement")executed by and
between the parties.
1. General.These Terms and Conditions provide for terms that (i) "Modification" means an enhancement, new version,
are common to all attached Schedules. Accordingly, in the case new module, update, error correction, upgrade, or other change
of any conflict between these Terms and Conditions and any or modification.
attached Schedule, these Terms and Conditions shall control
and govern, unless otherwise expressly stated to the contrary. (j) "PoliceReports.US Hosting Services" means
2. Defined Terms. For the purposes of this Agreement, and in PoliceReports.US's services involved with hosting the Agency
addition to any other terms defined elsewhere in this Agreement, Information.
the following terms shall have the following meanings: (k) "PoliceReports.US Technology" means that computer
(a) "Content" means data, materials, documentation, software, Metadata, algorithms, and Documentation, and other
computer software, inventions (whether or not patentable), technology that enables the PoliceReports.US Hosting Services
methods, processes, discoveries, improvements, materials, and all other technology-based performance by
formulas, research, documentation, know-how, data, techniques, PoliceReports.US hereunder, together with all Modifications
text, pictures, audio, video, animations, artistic works, and all thereof created by or on behalf of PoliceReports.US from time to
works of authorship or other subjects of any Intellectual Property time.
Rights. 3. Warranties.
(b) "Agency Information" means all Agency Information 3.1. PoliceReports.US Warranties.
Inputs. All Agency Information shall be deemed "public records"
or "public information" as such terms are defined in the North (a) PoliceReports.US warrants that it owns or has
Carolina General Assembly General Statutes,Section 132-1(a). acquired rights to all proprietary interests in the
PoliceReports.US Technology necessary to grant the licenses
(c) "Agency Information Inputs" mean all Content, other and rights set forth in this Agreement.
than Metadata,that is furnished to PoliceReports.US by Agency.
(b) PoliceReports.US warrants that (i) it has full
(d) "Confidential Information" means any information, authority to execute and perform this Agreement; (ii) this
regardless of form,which is used in PoliceReports.US's business Agreement has been duly executed and delivered by
that is or may in the future be valuable because it is not generally PoliceReports.US and constitutes its legal, enforceable and
available or generally known to competitors and for which binding obligation; and (iii) its execution and performance of this
reasonable precautions are taken to protect its confidentiality, Agreement will not violate any law or breach any other
and information from third parties that is required to be retained agreement.
in confidence, including: the PoliceReports.US Technology in
any form, Metadata, Documentation, formulas, patterns, devices, (c) PoliceReports.US warrants that all services it
compilations of information, technical or nontechnical data, performs hereunder shall be performed in a competent and
financial information, personnel information, customer or workmanlike manner consistent with good practices in the
potential customer information, records, development plans, information technology services industry. Each party agrees to
product information, business plans, computer software in any take reasonable efforts to identify to the other any failures to
form, and trade secrets. Agency and PoliceReports.US perform as set forth in this subsection in order that curative
expressly stipulate that Confidential Information meets the measures may be taken.
criteria set forth in the North Carolina General Assembly General 3.2. Agency Warranties.
Statutes, Section 132-1.2(1)a-d, and as such shall not be
interpreted to constitute"public records"or"public information." (a) Agency warrants to PoliceReports.US that (i)
(e) "Fees" means all Subscription Fees, Services Fees, Agency has full authority to execute and perform this Agreement;
and all other fees payable to PoliceReports.US in accordance (ii) this Agreement has been duly executed and delivered by
with the terms and conditions of this Agreement. Agency and constitutes the legal, enforceable and binding
obligation of Agency; and (iii) Agency's execution and
(f) "Intellectual Property Rights" means copyright, patent, performance of this Agreement will not violate any law or breach
trademarks, trade names, service marks, moral rights, and other any other agreement.
proprietary rights. (b) Agency warrants (i) that Agency has obtained all
(g) "Licensed Materials" means any computer software or licenses, permissions, and other rights from third parties
algorithms in any form created within the scope of the Services, necessary or appropriate for PoliceReports.US to perform the
other than the PoliceReports.US Technology. Hosting Services, (ii) that all Agency Information Inputs do not
contain any libelous material, do not infringe any trade name,
(h) "Metadata" means information that describes the trademark, trade secret, or copyright of any third party, and are
attributes of certain data and such data's relationship to other otherwise lawful; and (iii) that the delivery of the Agency
data, including (i) whether the data must be numerical, Information Inputs and the use of the Agency Information Inputs
alphabetic, or alphanumeric, (ii) range or type limitations of the by PoliceReports.US in the performance of the Services
data, (iii) one-to-one, one-to-many, or many-to-many complies with and does not invade or violate any right of privacy,
relationships with other data, (iv) file layouts, (v) data formats, personal right or Intellectual Property Rights, or other common
(vi)document type definitions, (vii)XML schemas, and (viii) style law or statutory right, including any rights under the Gramm-
sheets. Leach-Bliley Act.
4. Agency's General Responsibilities.
Waterloo,IA 30 Mar 09
4.1. Data. Agency will deliver to PoliceReports.US the retaining its material functionality; or(iii) if neither (i) nor(ii) are
Agency Information Inputs necessary to perform the Services in available after commercially reasonable efforts, terminate this
a format and media reasonably specified by PoliceReports.US. Agreement and the licenses granted herein and refund to
PoliceReports.US will not be deemed in breach of this Agency any prepaid Fees. Notwithstanding the foregoing,
Agreement in the event that its failure to meet the responsibilities PoliceReports.US shall have no obligation with respect to any
and time schedules for any Services is caused by Agency's action based on (i) the combination, operation or use of the
failure to meet (or delay in) such responsibilities and time Hosting Services with any other products or software not
schedules. furnished by PoliceReports.US where the Hosting Services
otherwise would not itself be infringing; (ii) any modification,
5. Intellectual Property Ownership and License.The parties' alteration or enhancement to the PoliceReports.US Technology
respective Intellectual Property Rights are set forth in this not provided by PoliceReports.US, (iii) use of any older version
Section. of the PoliceReports.US Technology when use of a newer
version would have avoided the infringement, or (iv) use of the
5.1. Agency Information and Other Work Product. As Hosting Services in breach of this Agreement. THIS ARTICLE 5
between PoliceReports.US and Agency, Agency shall own all SETS FORTH THE EXCLUSIVE REMEDY OF AGENCY
Intellectual Property Rights in and to the Agency Information. AGAINST POLICEREPORTS.US AND THE COMPLETE
Agency, grants to PoliceReports.US a non-exclusive, worldwide, LIABILITY OF POLICEREPORTS.US WITH RESPECT TO ANY
paid-up license to use, modify, and enhance the Agency CLAIM AND THE WARRANTY SET FORTH IN SECTION 3.1(A).
Information during the term of this Agreement solely for the
purposes of performing hereunder. 6.2. By PoliceReports.US Generally. PoliceReports.US
shall at its expense (a) defend, or at its option settle, any claim,
5.2. PoliceReports.US Technology. As between demand, action, or legal proceeding asserted or brought by a
PoliceReports.US and Agency, PoliceReports.US shall own all third party against Agency arising out of or resulting from any
Intellectual Property Rights in and to the PoliceReports.US breach of the warranty set forth in Section 3.1(b)
Technology. PoliceReports.US grants to Agency a license to use ("PoliceReports.US Warranty Claim") and (b) pay any final
the Documentation and access the Hosting Services for certain judgment incurred against Agency, resulting from any
purposes solely in accordance with the terms and conditions of PoliceReports.US Warranty Claim.
Schedule A.
6.3. By Agency. Agency acknowledges and agrees that
5.3. Licensed Materials.As between PoliceReports.US and PoliceReports.US has no control over the content of the Agency
Agency, PoliceReports.US shall own all Intellectual Property Information Inputs, and further acknowledges that
Rights in and to the Licensed Materials. PoliceReports.US PoliceReports.US shall under no circumstances bear any liability
hereby grants to Agency a nonassignable and nonexclusive right from any claim based on the content of the Agency Information
and license to use and modify the Licensed Materials for that is provided through the Hosting Services. Agency shall at its
Agency's internal use only during the term of this Agreement. expense (a) defend, or at its option settle, any claim, demand,
5.4. Omitted. action, or legal proceeding asserted or brought by a third party
against PoliceReports.US arising out of or resulting from any
5.5. Metadata. PoliceReports.US may freely use, modify, breach of the warranties set forth in Section 3.2 ("Agency
and distribute the Metadata provided by Agency without any Warranty Claim")and (b)pay any final judgment incurred against
limitation whatsoever. Agency may not use or distribute the PoliceReports.US, resulting from any Agency Warranty Claim.
Metadata provided by PoliceReports.US in connection with 6.4. Indemnification Generally. The indemnifications set
providing information or services to any third party in a manner forth in this Article 6 are conditioned upon (i) the party to be
that is competitive with PoliceReports.US's product or service indemnified (the "Indemnified Party") providing the party to
offerings. provide the indemnification (the "Indemnifying Party") prompt
5.6. Further Assurances. Each party agrees to perform, notice of any claim upon which the Indemnified Party intends to
during or after the term of this Agreement, such further acts as base a claim of indemnification hereunder, (ii)the Indemnified
may be necessary or desirable to transfer, perfect, and defend Party permitting Indemnifying Party to assume and to have sole
each party's ownership as set forth above, as requested by the control of the defense and settlement of the applicable claim,
other party. and (iii) the Indemnified Party providing reasonable assistance
and cooperation to enable the Indemnifying Party to defend the
5.7. Reservation of Rights. Except as expressly set forth in applicable claim.
this Article 5, all other rights of the owner of the Intellectual
Property Rights in and to the Content described in this Article 5 7. Equitable Remedies. Agency acknowledges that each
are reserved to the owner thereof, and no rights or licenses provision in this Agreement providing for the protection of the
whatsoever are granted to the other party by implication. PoliceReports.US Technology, each party's Confidential
Information and other proprietary rights and the scope of the
6. Indemnification. licenses granted herein is material to this Agreement. Each party
6.1. Intellectual Property. PoliceReports.US shall at its agrees that any threatened or actual breach thereof shall
expense (a) defend, or at its option settle, any claim, demand, constitute immediate, irreparable harm to the other party for
action, or legal proceeding asserted or brought by a third party which monetary damages is an inadequate remedy and for
against Agency alleging that the PoliceReports.US Technology which equitable remedies may be awarded by a court of
infringes or misappropriates a copyright, trade secret, or U.S. competent Agency without requiring the other party to post a
patent ("IP Claim") and (b) pay any final judgment incurred bond.
against Agency, resulting from any IP Claim. If the 8. Fees and Payment.
PoliceReports.US Technology becomes, or in the opinion of
PoliceReports.US may become, the subject of an IP Claim, 8.1. All Fees are net amounts to be received by
PoliceReports.US may at its option: (i) procure for Agency the PoliceReports.US, exclusive of all sales taxes, value added
right to use the Hosting Services as described in Schedule A, B, taxes, assessments, and similar taxes. Notwithstanding the
& C free of any liability; (ii) replace or modify the foregoing, PoliceReports.US shall be responsible for the
PoliceReports.US Technology to make it noninfringing, while Payment of all income taxes of PoliceReports.US.
Waterloo, IA 30 Mar 09
8.2. Agency will reimburse PoliceReports.US for all pre- that PoliceReports.US cannot control the manner in which and
approved out-of-pocket expenses (collectively, "Expenses") the purpose for which Agency shall use the Services and the
incurred in rendering Services to Agency. Expenses include, results of the Services and the Services, and that the allocation
without limitation, reasonable travel expenses (including of risks under this Agreement are reasonable and appropriate
transportation, lodging, and meals) and the ccst of courier under the circumstances.
services, photocopying, communications charges, long distance
telephone calls, and similar expenses. 12. Termination.
8.3. Fees and Expenses due to PoliceReports.US under 12.1. Either party may terminate this Agreement at any time
this Agreement may not be withheld or offset by Agency against upon the giving of written notice:
any other amounts for any reason. (a) In the event that the other party fails to discharge
9. Compliance With Laws. Agency will strictly comply with all any obligations or remedy any default under this Agreement for a
applicable laws and regulations relating in any way to its period continuing more than 30 days after the aggrieved party
performance under this Agreement, the delivery of the Agency shall have given the other party written notice specifying such
Information Inputs, the receipt and use of the results of the failure or default and that such failure or default continues to
Services, and the use of the PoliceReports.US Technology as exist as of the date upon which the aggrieved party gives such
authorized herein including obtaining all necessary licenses or notice so terminating this Agreement; or
permits and any other government approvals. PoliceReports.US (b) In the event that the other party makes an
agrees to strictly comply with all laws and regulations applicable assignment for the benefit of creditors, or commences or has
to it that relate in any way to its performance under this commenced against it any proceeding in bankruptcy, insolvency,
Agreement. Each party will defend, indemnify, and hold or reorganization pursuant to bankruptcy laws or laws of debtor's
harmless the other party, its subsidiaries, associated companies, moratorium.
and suppliers and their respective officers, directors, and agents,
from and against any and all damages and expenses, including 12.2. Either party may terminate a Schedule at any time
legal fees, incurred directly or indirectly as a consequence of the upon the giving of written notice in the event that the other party
indemnifying party's failure to comply with any such laws or fails to discharge any obligations or remedy any default under
regulations. such Schedule for a period continuing more than 30 days after
the aggrieved party shall have given the other party written
10. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY notice specifying such failure or default and that such failure or
PROVIDED HEREIN, NEITHER POLICEREPORTS.US NOR default continues to exist as of the date upon which the
ANY THIRD PARTY SUPPLIER MAKES ANY WARRANTIES, aggrieved party gives such notice so terminating this Agreement.
REPRESENTATIONS, CONDITIONS, OR GUARANTEES,
WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, 12.3.The termination of this Agreement shall terminate this
CUSTOM, ORAL OR WRITTEN STATEMENTS, OR Agreement as a whole, including all attached Schedules. Unless
OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF otherwise expressly set forth in any Schedule, the termination of
MERCHANTABILITY, FITNESS FOR A PARTICULAR any attached Schedule shall terminate such Schedule only.
PURPOSE, OR OF ERROR FREE AND UNINTERRUPTED 12.4. Upon termination of this Agreement for any reason,
USE, ALL OF WHICH ARE HEREBY OVERRIDDEN, each party shall immediately return to the other all property of
EXCLUDED, AND DISCLAIMED IN ALL RESPECTS. Without the other, including any PoliceReports.US Technology, and all
limiting the foregoing, Agency acknowledges that copies thereof, and the Confidential Information of the other.
PoliceReports.US cannot contemplate every means through Upon termination of this Agreement for any reason, all rights and
which a person or organization can seek to breach the security licenses granted by PoliceReports.US hereunder to Agency shall
efforts of PoliceReports.US, and accordingly, PoliceReports.US immediately cease except for those that are expressly intended
does not guarantee that the security measures taken by to survive such termination. Upon termination of this Agreement
PoliceReports.US will prevent all efforts to breach security. or any attached Schedules, the sections of these Terms and
11. LIMITATIONS OF LIABILITY. IN NO EVENT SHALL Conditions shall survive termination of any attached Schedule,
POLICEREPORTS.US BE LIABLE TO AGENCY FOR ANY individually, and termination of this Agreement as a whole.
INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, 13. Miscellaneous.
OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES OR
COSTS INCURRED AS A RESULT OF LOSS OF TIME, LOSS 13.1.Agency grants PoliceReports.US the right to reference
OF REVENUE, LOSS OF DATA, OR LOSS OF GOODWILL, Agency's status as a user of the Services, including captioned
WHETHER FORESEEABLE OR UNFORESEEAE3LE, WHICH quotations in product literature or advertisements, articles, press
MAY ARISE OUT OF OR IN CONNECTION WITH THIS releases, marketing literature, presentations and the like, and
AGREEMENT, INCLUDING THE PROVIDING OF SERVICES reasonable use as a reference for potential new users.
OR THE USE OF OR INABILITY TO USE THE SERVICES, 13.2. Each party will designate an employee who shall be
REGARDLESS OF WHETHER POLICEREPORTS.US HAS assigned the primary responsibility for communicating with and
BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF providing necessary assistance to the other party for Services
SUCH DAMAGES OCCURRING. IN NO EVENT SHALL ("Project Manager"). All communications between the parties for
POLICEREPORTS.US'S LIABILITY FOR ANY DAMAGES TO Services and Services will be made or coordinated by such
AGENCY OR ANY OTHER PARTY EVER EXCEED IN THE Project Manager.
AGGREGATE THE FEES COLLECTED BY
POLICEREPORTS.US ON BEHALF OF THIS AGENCY IN THE 13.3. Unless otherwise agreed between the parties in
12 MONTHS IMMEDIATELY PRECEDING SUCH CLAIM, writing, neither party may hire or solicit the employment of any
REGARDLESS OF THE FORM OF ACTION, WHETHER IN personnel of the other during the term of this Agreement and for
CONTRACT, NEGLIGENCE, STRICT LIABIL TY, TORT, a period of one year thereafter.
PRODUCTS LIABILITY, OR OTHERWISE. Agency
acknowledges and agrees that the allocation of risks provided in 13.4. Notices hereunder shall be sent to the addressees on
this Agreement are reflected in the Fees provided under this the signature page hereof, or to such other addresses as
Agreement, that PoliceReports.US is unable to test the specified by a notice complying with this Section, and shall be
PoliceReports.US Technology under all possible circumstances, deemed received on the earlier of actual delivery or five days
Waterloo, IA 30 Mar 09
after deposit in the U.S. Mail, certified or registered mail, return be an original and all of which shall constitute the same
receipt requested. instrument.
13.5. PoliceReports.US's relationship to Agency is that of an 13.14. This Agreement shall be binding upon and shall
independent contractor, and neither party is an agent, partner, or inure to the benefit of the parties hereto and their respective
joint venturer of the other. No debts or obligations shall be successors and permitted assigns.
incurred by either party in the other party's name or on its behalf,
and neither party shall be liable for the debts and obligations of
the other party. [End of Terms and Conditions]
13.6.Any delay in the performance of any of the duties or
obligations of either party hereto (except the payment of money
owed) shall not be considered a breach of this Agreement and
the time required for performance shall be extended for a period
equal to the period of such delay, provided that such delay has
been caused by or is the result of any acts of God; acts of the
public enemy; insurrections; riots; terrorism; embargoes; labor
disputes, including strikes, lockouts, job actions, or boycotts;
fires; explosions; floods; or other circumstances beyond the
control of such party. The party so affected shall give prompt
notice to the other party of such cause and shall take whatever
reasonable steps are necessary to relieve the effect of such
cause as rapidly as possible.
13.7. Except as otherwise set forth in this Agreement, this
Agreement and all rights and obligations may not be assigned
(by operation of law or otherwise) in whole or in part by Agency,
and any such attempted assignment will be void and of no effect;
provided, however, that PoliceReports.US may assign this
Agreement to another entity in connection with a reorganization,
merger, consolidation, sale, acquisition, or other restructuring
involving all or substantially all of its voting securities and/or
assets.
13.8. PoliceReports.US may, as it deems appropriate, use
subcontractors for all or any portion of the Services.
PoliceReports.US may at any time remove and replace any such
subcontractors.
13.9.A waiver by either party of any breach by the other
party of any of the terms, provisions or conditions of this
Agreement or the acquiescence of either party hereto in any act
(whether commission or omission) which but for such
acquiescence would be a breach as aforesaid, shall not
constitute a general waiver of such term, provision, or condition
of any subsequent act contrary thereto.
13.10. If any provision hereof is declared invalid by a court
of competent Agency, such provision will be ineffective only to
the extent of such invalidity, so that the remainder of that
provision and all remaining provisions of this Agreement will be
valid and enforceable to the fullest extent permitted by applicable
law.
13.11. The section and subsection headings in this
Agreement are inserted solely as a matter of convenience and
for reference, and shall not be considered in the construction or
interpretation of any provision hereof. All references to "include"
and "including" shall be deemed to mean "including without
limitation". References to any Section shall refer as well to all its
subsections, unless the context otherwise requires. Should any
provision of this Agreement require judicial interpretation, the
parties agree that the court interpreting or construing the same
shall not apply a presumption that the terms of this Agreement
shall be more strictly construed against one party than against
another, because the parties participated equally in preparing
this Agreement.
13.12. The Agreement shall be governed by and
construed in accordance with the laws of the State of North
Carolina without regard to rules governing conflicts of law.
13.13. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to
Waterloo, IA 30 Mar 09
Mutual Non-Disclosure Agreement
THIS MUTUAL NON-DISCLOSURE AGREEMENT, ("Agreement"), dated as of the effective date ("Effective Date") is made this day
between WATERLOO POLICE DEPARTMENT ("Agency"), and POLICEREPORTS.US, LLC ("PoliceReports.US"), a North Carolina
limited liability company with an office located at 164 Shipyard Pointe Rd., Mooresville, North Carolina 28117-9401.
WHEREAS, the parties understand that certain confidential and proprietary information ("Information"), as defined herein,
may be provided by one party("Discloser")to the other party("Recipient")in the course of the parties' business dealings; each party to
this Agreement may be a Discloser and/or a Recipient,and hereby agrees to comply with the terms and conditions herein applicable to
its role as either a Discloser or Recipient. For purposes of this Agreement, "Discloser" and "Recipient" shall include any parent,
subsidiary, affiliate of, or entity under common control with any entity constituting the Discloser or Recipient.
PoliceReports.US and Agency hereby agree as follows: PoliceReports.US technology and/or preparing a proposal to
Agency. Except as provided in a subsequent written
1. For purposes of this Agreement, "Information" shall agreement between the parties, the provision of Information
mean any information, data, or materials pertaining to a party's shall not be construed as creating any express or implied
or its subsidiary's business, financial, or internal plans or license to develop, manufacture, or otherwise use the
affairs, regardless of form of communication (whether oral, in Information in any manner. Recipient agrees: (a)to safeguard
hard copy, electronic, magnetic recording or storage, graphic the Information from theft, piracy, or unauthorized access, and
or written form, or any other medium whatsoever), and to hold the Information in strict confidence and secrecy using
whether furnished before, on, or after the date of this at least the same level of care and protection against
Agreement, that is not currently available to the general public, disclosure as Recipient uses in protecting its own most
and for which the owning party derives actual or potential confidential and proprietary information; (b) not to use the
value from such unavailability. Information for any purpose other than Recipient's business
dealings with Discloser or otherwise for the benefit of
"Information" includes, but shall not be limited to, business Discloser; (c) not to reveal or disclose the Information to any
plans and processes, strategies and technologies, business individual, firm, or entity without the prior written consent of
forecasts, product or service development information, Discloser, other than Recipient's officers, directors, or
financial information (including billing, pricing, and costs), employees with a clear need to know such Information in order
commercial and marketing information and data, technical to perform responsibilities consistent with the parties' business
information, personnel information, customer information, lists dealings contemplated herein; and (d) to disclose Information
or identities of actual or potential customers, status and terms to its employees only on a "need-to-know" basis and to inform
of contract negotiations, and computer source and object its employees of their obligations under this Agreement,taking
code, and all analyses, compilations, forecasts, data, studies, such steps as may be reasonable in the circumstances, or as
notes, translations, memoranda, or other documents or may be reasonably requested by Discloser, to prevent any
materials, prepared by Recipient containing, based on, or unauthorized disclosure, copying, or use of the Information.
generated or derived from, any Information furnished by
Discloser. 3. This Agreement is effective as of the date written
above and shall terminate three (3) years from the Effective
"Information" shall NOT include: (a) any information that is or Date, unless otherwise terminated earlier or extended in
becomes generally available to the public through no breach of writing by the parties.
this Agreement by Recipient; (b)any information that Recipient
can demonstrate as being within Recipient's legitimate 4. Discussions between the Parties may be terminated
possession prior to the time of disclosure of such information by any one party to this Agreement, as evidenced by a signed
by or on behalf of Discloser to Recipient; (c) any information notice of termination from any party to the other. Upon
that is disclosed to Recipient on a non-confidential basis by a termination of discussions, Recipient will immediately return to
third party who has legitimate possession thereof and the Discloser or certify in writing the destruction of all originals and
unrestricted right to make such disclosure; (d) any information whole or partial copies, as may exist in any form of media, of
developed by Recipient independently of, and without Information and other materials provided by Discloser(or that
reference to, any Information disclosed by Discloser to was developed by the Parties) in regard to the subject matter
Recipient; and (e) any information which is disclosed with the of this Agreement. Recipient's obligations hereunder shall
written consent of the Discloser. Neither Party shall be liable survive such termination of discussions for a period of five (5)
for disclosure of Information made in response to a valid order years from the Effective Date.
of a court or authorized governmental agency, provided that
Recipient gives prompt prior written notice to Discloser such 5. Recipient acknowledges that Information provided
that Discloser has a reasonable opportunity to seek a pursuant to this Agreement constitutes unique, valuable, and
protective order or other appropriate relief. If requested, special business of Discloser. Recipient agrees that an
Recipient shall reasonably cooperate at Discloser's expense in impending or existing violation of any provision of this
defending against any such court or administrative order. Agreement would cause Discloser irreparable injury for which
Discloser would have no adequate remedy at law, and agrees
2. In the event that Agency is the Recipient of that Discloser shall be entitled to obtain immediate injunctive
Information, Agency expressly acknowledges and agrees that relief prohibiting such violation,without bond, in addition to any
all Information provided by Discloser will be used by Agency other rights and remedies available to it. Recipient agrees to
solely for the purpose of evaluating a potential business reimburse Discloser for any and all losses, liabilities,
relationship with Discloser. In the event that PoliceReports.US damages, costs, and expenses (including reasonable
is the Recipient of Information, PoliceReports.US expressly attorneys' fees and court costs) incurred and sustained by
acknowledges and agrees that all Information provided by Discloser as a result of Recipient's breach of this Agreement.
Discloser will be used by PoliceReports.US solely for the
purpose of evaluating technological compatibility with
Waterloo PD 30 Mar 09
6. Recipient shall not be liable for the inadvertent or unenforceable, such invalidity or illegality shall not affect any
accidental disclosure of Information, provided Recipient can other portion of the Agreement.
show it exercised the same degree of care that it normally
exercises in the protection of its own confidential and 8. This Agreement may be amended or modified only in
proprietary information. writing signed by the parties hereto, or other authorized
representatives of the parties. This Agreement shall be binding
7. This Agreement shall be deemed to have been upon the successors and assigns of both parties. No term or
executed in the State of North Carolina and will be governed provision of this Agreement shall be deemed waived by
by and construed in accordance with the laws of the State of Discloser, and no breach excused, except by written waiver or
North Carolina. In the event any one or more of the provisions consent signed by Discloser. Such waiver or consent shall not
contained in the Agreement is held invalid, illegal, or constitute waiver or consent to any other, different, or
subsequent breach.
9. The Parties each warrant that the respective individuals whose signatures appear below on their behalf have been duly
authorized to sign this Agreement and to bind each Party hereto.
PoliceReports.US: Agency:Waterloo Police Department
By:(-7C- By: \C oi -L( Qom"
Name: C- 42ote eG Name: Thomas J Je ing
Title: �i'PyiLevr Title: Chief of Police I
Date: 2-? 40,- f ? Date: April 14, 2009
Waterloo PD 30 Mar 09 2
SCHEDULE A
POLICEREPORTS.US LICENSE AND HOSTING SERVICES AGREEMENT NO. IA004
This PoliceReports.US License and Hosting Services Schedule ("Schedule A") between PoliceReports.US, LLC
(hereinafter "PoliceReports.US") and The Waterloo Police Department (hereinafter "Agency") is incorporated into the
Master Agreement("Agreement") between the parties.
1. License of Software. PoliceReports.US hereby grants 5. Payment Terms. Agency shall pay the Subscription
to Agency the following non-exclusive, non transferable Fees to PoliceReports.US annually in advance, within thirty
licenses (the "Hosting Services"): (30)days after first day of each annual Subscription Term.
(a) To use the functionality of the PoliceReports.US
Technology via remote access to input information for 6. Service Levels. During the Subscription Term,
PoliceReports.US will provide the following service levels in
processing by the PoliceReports.US Technology, to
receive output from the PoliceReports.US Technology, and accordance with the terms and conditions of this Section.
to utilize the functionality of the PoliceReports.US 6.1 Availability. The Hosting Services will be
Technology, without the right to possess or use a copy of operational twenty-four hours a day, seven days a week
the PoliceReports.US Technology. (collectively, "Service Hours") less Excusable Downtime.
(b) To use the Documentation for Agency's internal As used in this Agreement, "Excusable Downtime" means
use only in connection with such uses described in the time that the Hosting Services are not available for one
subsection (a). of the following reasons, in whole or in part: (i) the
negligent or unauthorized acts or omissions of Agency, its
2. Performance of Services by PoliceReports.US. employees, agents, contractors, or vendors, or anyone
PoliceReports.US will use the PoliceReports.US gaining access to the network by means of Agency
Technology to process the Agency Information Inputs for passwords or equipment; (ii) a failure of the Internet and/or
use and access by visitors to the PoliceReports.US the public switched telephone network; (iii) the occurrence
Website. Agency and PoliceReports.US agree and of any event that is beyond PoliceReports.US's reasonable
acknowledge that Agency's Subscription Fees shall control; (iv) the failure of Agency to be able to access the
constitute the full compensation due for Internet for any reason, including a failure of Agency's or
PoliceReports.US's services with respect to processing its vendors' hardware, software, or telephone systems; or
public requests for Agency documents hosted by (v) scheduled network, hardware or service maintenance
PoliceReports.US. and/or upgrades for maintenance, system load and
3. Reservation of Rights. PoliceReports.US reserves all backup, scoring, data refresh, and similar activities.
rights not expressly granted herein. Except as set forth in 7. Term. Unless earlier terminated as provided in the
the Agreement, no express or implied license or right of Terms and Conditions, this Schedule A shall be effective
any kind is granted to Agency regarding the commencing on the Effective Date and will continue for
PoliceReports.US Technology and other Confidential one year. Thereafter, this Schedule A shall be
Information, including, but not limited to, any right to know, automatically renewed for successive one year periods
use, produce, receive, reproduce, copy, market, sell, unless either party notifies the other in writing at least 30
distribute, transfer, translate, modify, adapt, disassemble, days prior to the expiration of the then current term of its
decompile, or reverse engineer the PoliceReports.US intention to terminate this Schedule A (the initial term and
Technology or the Documentation or create derivative any additional terms are referred to as the "Subscription
works based on the PoliceReports.US Technology or the Term").
Documentation or any portions thereof, or obtain
possession of any source code or other technical material $ Termination. Any termination of this Schedule A in
relating to the PoliceReports.US Technology. accordance with Section 7 above or Section 12 of the
Terms and Conditions shall terminate the entire Agreement
4. Subscription Fees. Agency shall pay to and all Schedules.
PoliceReports.US the fees ("Subscription Fees") for the
PoliceReports.US Hosting Services in the amounts set [End Terms of Schedule A]
forth on Exhibit 1 attached hereto and incorporated herein.
Initial Subscription Fees shall be calculated based on the
number of reports generated by Agency in the twelve (12)
months prior to the Effective Date. Subscription Fees for
later Subscription Terms shall be calculated based on the
number of reports submitted to PoliceReports.US by
Agency during the preceding Subscription Term, as set
forth on Exhibit 1. All Subscription Fees are fully earned
and non-refundable.
Schedule A
Page 1
Waterloo Police 30 Mar 09
Exhibit 1
SUBSCRIPTION FEES
Initial Subscription Term: Please refer to the Effective Date on the Terms & Conditions Document
Subscription Fees for Initial Term: No fees
Payment Terms: There are no fees associated with hosting of an unlimited number of reports or the licensing of software
provided by PoliceReports.US.
Additional Terms: No additional terms
Schedule A
Page 2
Waterloo Police 30 Mar 09
SCHEDULE B
POLICEREPORTS.US LICENSE AND HOSTING SERVICES AGREEMENT NO. IA004
This PoliceReports.US E-Commerce Services Schedule ("Schedule B") between PoliceReports.US, LLC (hereinafter
"PoliceReports.US") and The Waterloo Police Department (hereinafter "Agency") is incorporated into the Master
Agreement ("Agreement") between the parties.
1. License of Software. PoliceReports.US hereby grants (collectively, "Service Hours") less Excusable Downtime.
to Agency the following non-exclusive, non-transferable As used in this Agreement, "Excusable Downtime" means
licenses (the "Hosting Services"): the time that the Hosting Services are not available for one
(a) To use the functionality of the PoliceReports.US of the following reasons, in whole or in part: (i) the
Technology via remote access to input information for negligent or unauthorized acts or omissions of Agency, its
employees, agents, contractors, or vendors, or anyone
processing by the PoliceReports.US Technology, to
receive output from the PoliceReports.US Technology, and gaining access to the network by means of Agency
to utilize the functionality of the PoliceReports.US passwords or equipment; (ii) a failure of the Internet and/or
Technology, without the right to possess or use a copy of the public switched telephone network; (iii) the occurrence
the PoliceReports.US Technology. of any event that is beyond PoliceReports.US's reasonable
control; (iv) the failure of Agency to be able to access the
(b) To use the Documentation for Agency's internal Internet for any reason, including a failure of Agency's or
use only in connection with such uses described in its vendors' hardware, software, or telephone systems; or
subsection (a). (v) scheduled network, hardware or service maintenance
and/or upgrades for maintenance, system load and
2. Performance of Services by PoliceReports.US. backup, scoring, data refresh, and similar activities.
PoliceReports.US will use the PoliceReports.US
Technology to process the Agency Information Inputs for 7. Term. Unless earlier terminated as provided in the
use and access by visitors to the PoliceReports.US Terms and Conditions, this Schedule B shall be effective
Website. Agency and PoliceReports.US agree and commencing on the Effective Date and will continue for
acknowledge that Agency's Subscription Fees shall three years. Thereafter, this Schedule B shall be
constitute the full compensation due for automatically renewed for successive one year periods
PoliceReports.US's services with respect to processing unless either party notifies the other in writing at least 30
public requests for Agency documents hosted by days prior to the expiration of the then current term of its
PoliceReports.US. intention to terminate this Schedule B (the initial term and
any additional terms are referred to as the "Subscription
3. Reservation of Rights. PoliceReports.US reserves all Term").
rights not expressly granted herein. Except as set forth in
the Agreement, no express or implied license or right of 8. Termination. Any termination of this Schedule B in
any kind is granted to Agency regarding the accordance with Section 7 above or Section 12 of the
PoliceReports.US Technology and other Confidential Terms and Conditions shall terminate the entire Agreement
Information, including, but not limited to, any right to know, and all Schedules.
use, produce, receive, reproduce, copy, market, sell,
distribute, transfer, translate, modify, adapt, disassemble, [End Terms of Schedule ej
decompile, or reverse engineer the PoliceReports.US
Technology or the Documentation or create derivative
works based on the PoliceReports.US Technology or the
Documentation or any portions thereof, or obtain
possession of any source code or other technical material
relating to the PoliceReports.US Technology.
4. Subscription Fees. Agency subscription fees are
included in the fees collected through the E Commerce
process.
5. E Commerce Terms. The Agency shall determine the
price to be charged for each report. These fees will be collected
by PoliceReports.US. Exhibit 1 details the fees charged by
PoliceReports.US, the credit card processing company and the
amount to be returned to the agency on a monthly basis.
6. Service Levels. During the Subscription Term,
PoliceReports.US will provide the following service levels in
accordance with the terms and conditions of this Section.
6.1 Availability. The Hosting Services will be
operational twenty-four hours a day, seven days a week
Master Agreement
Page 1
Waterloo PD Schedule B- E Commerce Services 30 Mar 0930 Mar 09
Exhibit 1
E-COMMERCE FEES
The fee collected for each report distributed is: $ 10.00
PoliceReports.US fee per report is: $ 3.00
Credit Card processing fee is: Included
Amount returned to the agency per report is: $ 7.00
Initial Subscription Term: Please refer to Terms and Conditions
Payment Terms:
PoliceReports.US will collect the fees for all reports distributed through our system. Within 10 days of the end of each
month, PoliceReports.US will provide a report of the number of reports distributed and a check to the agency for the
appropriate amount to be returned to the agency.
Master Agreement
Page 2
Waterloo PD Schedule B- E Commerce Services 30 Mar 0930 Mar 09
SCHEDULE C
POLICEREPORTS.US ONLINE CRIME REPORTING AGREEMENT NO. IA004
This PoliceReports.US Online Crime Reperting Schedule ("Schedule C") between PoliceReports.US, LLC (hereinafter
"PoliceReports.US") and The Waterloo Police Department (hereinafter "Agency") is incorporated into the Master
Agreement ("Agreement") between the parties.
1. License of Software. PoliceReports.US hereby grants
to Agency the following non-exclusive, non transferable 6.1 Availability. The Online Crime Reporting
licenses (the "Hosting Services"): Services will be operational twenty-four hours a day, seven
days a week (collectively, "Service Hours") less Excusable
(a) To use the functionality of the PoliceReports.US Downtime. As used in this Agreement, "Excusable
Technology via remote access to input information for Downtime" means the time that the Hosting Services are
processing by the PoliceReports.US Technology, to not available for one of the following reasons, in whole or in
receive output from the PoliceReports.US Technology, and part: (i) the negligent or unauthorized acts or omissions of
to utilize the functionality of the PoliceReports.US Agency, its employees, agents, contractors, or vendors, or
Technology, without the right to possess or use a copy of anyone gaining access to the network by means of Agency
the PoliceReports.US Technology. passwords or equipment; (ii) a failure of the Internet and/or
(b) To use the Documentation for Agency's internal the public switched telephone network; (iii) the occurrence
use only in connection with such uses described in of any event that is beyond PoliceReports.US's reasonable
subsection (a). control; (iv) the failure of Agency to be able to access the
Internet for any reason, including a failure of Agency's or
2. Performance of Services by PoliceReports.US. its vendors' hardware, software, or telephone systems; or
PoliceReports.US will use the PoliceReports.US (v) scheduled network, hardware or service maintenance
Technology to process the Agency Information Inputs for and/or upgrades for maintenance, system load and
use and access by visitors to the PoliceReports.US backup, scoring, data refresh, and similar activities.
Website. Agency and PoliceReports.US agree and 7. Term. Unless earlier terminated as provided in the
acknowledge that Agency's Subscription Fees shall Terms and Conditions, this Schedule C shall be effective
constitute the full compensation due for commencing on the Effective Date and will continue for
PoliceReports.US's services with respect to processing one year. Thereafter, this Schedule C shall be
public requests for Agency documents hosted by automatically renewed for successive one year periods
PoliceReports.US. unless either party notifies the other in writing at least 30
3. Reservation of Rights. PoliceReports.US reserves all days prior to the expiration of the then current term of its
rights not expressly granted herein. Except as set forth in intention to terminate this Schedule C (the initial term and
the Agreement, no express or implied license or right of any additional terms are referred to as the "Subscription
any kind is granted to Agency regarding the Term").
PoliceReports.US Technology and other Confidential 8. Termination. Any termination of this Schedule C in
Information, including, but not limited to, any right to know, accordance with Section 7 above or Section 12 of the
use, produce, receive, reproduce, copy, market, sell, Terms and Conditions shall terminate the entire Agreement
distribute, transfer, translate, modify, adapt, disassemble, and all Schedules.
decompile, or reverse engineer the PoliceReports.US
Technology or the Documentation or create derivative
works based on the PoliceReports.US Technology or the [End Terms of Schedule C]
Documentation or any portions thereof, or obtain
possession of any source code or other technical material
relating to the PoliceReports.US Technology.
4. Subscription Fees. Agency shall pay to
PoliceReports.US the fees ("Subscription Fees") for the
PoliceReports.US Online Crime Reporting Services in the
amounts set forth on Exhibit 1 attached hereto and
incorporated herein. All Subscription Fees are fully earned
and non-refundable.
5. Payment Terms. Agency shall pay the Subscription
Fees to PoliceReports.US monthly or annually in advance,
within thirty (30) days after first day of each month or
annual Subscription Term.
6. Service Levels. During the Subscription Term,
PoliceReports.US will provide the following service levels in
accordance with the terms and conditions of this Section.
Schedule C
Page 1
Waterloo Police Department 30 Mar 09
Exhibit 1
SUBSCRIPTION FEES
Initial Subscription Term: Refer to Terms and Conditions
Subscription Fees for Initial Term: The annual subscription fee for Online Crime Reporting is $1800.00 or $150.00
per month.
Payment Terms: To be determined. OCR fees may be paid annually or monthly. Fees are also eligible to be deducted
from the monthly amounts returned to the Waterloo Police Department from revenues collected from the distribution of
police reports.
Additional Terms: There are no additional terrrs.
Schedule C
Page 2
Waterloo Police Department 30 Mar 09